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interest provisions. The December agreements did not contain
default provisions. The parties made the simple, but all-
encompassing statement: "All of the burdens and benefits of
ownership of the subject property are transferred from * * *
[seller] to * * * [buyer] as of the date of this Agreement."
Further, the sellers placed in escrow all deeds relating to the
transfer of the property which were to be recorded by the escrow
agent on the designated closing date of July 2, 1984.
Accordingly, at the time of the execution of the December
agreements, the buyers had not waived the specific performance
remedy. That waiver occurred in connection with the superseding
May agreements in which a $50,000 liquidated damages note was
executed and exchanged. The waiver of specific performance,
along with the liquidated damages provisions, did change the
partnerships' remedies. At the time of the change, however, the
partnerships had exercised possession and control over the
condominiums. Furthermore, financing had been arranged, and the
closing was imminent (about 1 month distant). Under these
circumstances, respondent contends that the substance of the
transaction prior to the closing indicated an option. However,
Utah law causes us to find that the transactions resulted in
equitable title or interests in the partnerships (buyers) as of
December 1983.
Substance Over Form. Having analyzed several factors, we
have concluded that, under Utah law, the December agreements
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